Plea Agreement — No. 1:22-cr-10167 (Dkt. 37, D. Mass.)

Summary

A plea agreement letter dated December 10, 2023 from the U.S. Attorney's Office for the District of Massachusetts and the Department of Justice Fraud Section to John J. Falvey, Jr. of Goodwin Procter LLP, counsel for Joao Mendes, filed December 12, 2023 in Criminal No. 22-cr-10167-NMG. Mendes agrees under Rule 11(c)(1)(B) to waive indictment and plead guilty to Count One of the Information, wire fraud under 18 U.S.C. § 1343. The letter lists maximum penalties of 20 years' incarceration, three years of supervised release and a fine of $250,000 or twice the gross gain or loss. The government calculates a total offense level of 20 under the Sentencing Guidelines.

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Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 1 of 12

U.S. Department of Justice

Joshua S. Levy
Acting United States Attorney
District of Massachusetts

Main Reception: (617) 748-3100 John Joseph Moakley United States Courthouse
I Courthouse Way
Suite 9200
Boston, Massachusetts 02210

December 10, 2023

John J. Falvey, Jr., Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210

Re: United States v. Joao Mendes
Criminal No. 22-cr-10167-NMG

Dear Mr. Falvey:

The United States Attorney for the District of Massachusetts and the United States
Department of Justice, Fraud Section (jointly, “the government”) and your client, Joao Mendes
(“Defendant”), agree as follows, pursuant to Federal Rule of Criminal Procedure 11(c)(1)(B):

1. Change of Plea

Defendant will waive Indictment and plead guilty to Count One of the Information: wire
fraud, in violation of 18 U.S.C. § 1343. Defendant admits that Defendant committed the crime
specified in the count and is in fact guilty of that crime.

2. Penalties

Defendant faces the following maximum penalties: incarceration for 20 years; supervised
release for three years; a fine of $250,000 or twice the gross gain or loss, whichever is greater; a
mandatory special assessment of $100; restitution; and forfeiture to the extent charged in the
Information.

Defendant understands that, if Defendant is not a United States citizen by birth, pleading
guilty may affect Defendant’s immigration status. Defendant agrees to plead guilty regardless of
any potential immigration consequences, even if Defendant’s plea results in being automatically
removed from the United States.

Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 2 of 12

3. Sentencing Guidelines

The government agrees, based on the following calculations, that Defendant’s total
“offense level” under the United States Sentencing Guidelines is 20:

a) Defendant’s base offense level is 7 because Defendant is pleading guilty to an
offense reference to this guideline (USSG § 2B1.1(a)(1));

b) Defendant’s offense level is increased by 16, because the loss from the offense
was more than $1,500,000 but not more than $3,500,000
(USSG § 2B1.1(b)(1)());

c) Defendant’s offense level is increased by 2, because the offense involved the
use of sophisticated means and Defendant intentionally engaged in or caused
the conduct constituting sophisticated means (USSG § 2B1.1(b)(10)(C));

d) Defendant’s offense level is decreased by 2, because the Defendant meets the
criteria set forth in USSG § 4C1.1(a) (USSG § 4C1.1(a))

e) Defendant’s offense level is further decreased by 3, because Defendant has
accepted responsibility for Defendant’s crime (USSG § 3E1.1).

Defendant agrees with subsections a), b), d), and e) but reserves the right to argue that the
sophisticated means enhancement under subsection c) does not apply.

Defendant understands that the Court is not required to follow this calculation or even to
sentence Defendant within the Guidelines and that Defendant may not withdraw Defendant’s
guilty plea if Defendant disagrees with how the Court calculates the Guidelines or with the
sentence the Court imposes.

Defendant also understands that the government will object to any reduction in Defendant’s
sentence based on acceptance of responsibility if: (a) at sentencing, Defendant (directly or through
counsel) indicates that Defendant does not fully accept responsibility for having engaged in the
conduct underlying each of the elements of the crime to which Defendant is pleading guilty; or
(b) by the time of sentencing, Defendant has committed a new federal or state offense, or has in
any way obstructed justice.

If, after signing this Agreement, Defendant’s criminal history score or Criminal History
Category is reduced, the government reserves the right to seek an upward departure under the
Guidelines.

Nothing in this Plea Agreement affects the government’s obligation to provide the Court
and the U.S. Probation Office with accurate and complete information regarding this case.

Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 3 of 12

4. Sentence Recommendation

The government agrees to recommend the following sentence to the Court:
a) incarceration for 30 months;
b) a fine within the Guidelines sentencing range as calculated by the parties, unless
the Court finds that Defendant is not able, and is not likely to become able, to
pay a fine;

c) 12 months of supervised release;

d) amandatory special assessment of $100, which Defendant must pay to the Clerk
of the Court on or before the date of sentencing;

e) restitution of $1,542,759.50; and
f) forfeiture as set forth in Paragraph 6.

5. Waiver of Appellate Rights and Challenges to Conviction or Sentence

Defendant has the right to challenge Defendant’s conviction and sentence on “direct
appeal.” This means that Defendant has the right to ask a higher court (the “appeals court”) to look
at what happened in this case and, if the appeals court finds that the trial court or the parties made
certain mistakes, overturn Defendant’s conviction or sentence. Also, in some instances, Defendant
has the right to file a separate civil lawsuit claiming that serious mistakes were made in this case
and that Defendant’s conviction or sentence should be overturned.

Defendant understands that Defendant has these rights, but now agrees to give them up.
Specifically, Defendant agrees that:

a) Defendant will not challenge Defendant’s conviction on direct appeal or in any
other proceeding, including in a separate civil lawsuit; and

b) Defendant will not challenge any prison sentence of 33 months or less or any
court orders relating to forfeiture, restitution, fines or supervised release. This
provision is binding even if the Court’s Guidelines analysis is different than the
one in this Agreement.

Defendant understands that, by agreeing to the above, Defendant is agreeing that
Defendant’s conviction and sentence will be final when the Court issues a written judgment after
the sentencing hearing in this case. That is, after the Court issues a written judgment, Defendant
will lose the right to appeal or otherwise challenge Defendant’s conviction and sentence regardless
of whether Defendant later changes Defendant’s mind or finds new information that would have
led Defendant not to agree to give up these rights in the first place.

3


Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 4 of 12

Defendant is agreeing to give up these rights at least partly in exchange for concessions the
government is making in this Agreement.

The parties agree that, despite giving up these rights, Defendant keeps the right to later
claim that Defendant’s lawyer rendered ineffective assistance of counsel, or that the prosecutor or
a member of law enforcement involved in the case engaged in misconduct serious enough to entitle
Defendant to have Defendant’s conviction or sentence overturned.

6. Forfeiture

Defendant understands that the Court will, upon acceptance of Defendant’s guilty plea,
enter an order of forfeiture as part of Defendant’s sentence, and that the order of forfeiture may
include assets directly traceable to Defendant’s offense, substitute assets and/or a money judgment
equal to the value of the property derived from, or otherwise involved in, the offense.

The assets to be forfeited specifically include, without limitation, the following:

a. $1,542,759.50, to be entered in the form of an Order of Forfeiture (Money
Judgment), representing the total amount of proceeds derived from Defendant’s
violation of 18 U.S.C. § 1343; and

b. the following directly forfeitable assets, which constitute or were derived from
proceeds traceable to Defendant’s violation of 18 U.S.C. § 1343:

1) $103.45, seized on or about February 24, 2021, from Bank of America
account x2292 in the name of Quantum World Enterprises LLC;

2) $21,384.02 seized on or about February 24, 2021, from the Interactive
Brokers account x9180 in the name of Quantum World Enterprises
LLC;

3) $5,000, seized on or about February 24, 2021, from Goldman Sachs
account x8818 in the name of Joao Mendes;

4) $900, seized on or about February 24, 2021, from the Cambridge
Savings Bank account x9762 in the name of MB Records Inc.;

5) $7,678.31, seized on or about February 24, 2021, from Bank of
America account x9714 in the name of Joao R Mendes;

6) $188.66, seized on or about February 24, 2021, from Bank of America
account x4402 in the name of Joao R Mendes;

7) $97.38, seized on or about February 24, 2021, from Bank of America
account x6132 in the name of Joao R Mendes;

8) $175.07, seized on or about February 24, 2021, from Bank of America
account x6145 in the name of Joao R Mendes;

4

Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 5 of 12

9) $192, seized on or about February 24, 2021, from Eastern Bank
account x3770 in the name of Joao R Mendes and another!;

10) $2,630, seized on or about February 24, 2021, from Eastern Bank
account x5446 in the name of Joao R Mendes and another;

11) $18,000, seized on or about February 24, 2021, from Capital One N.A.
account x6816 in the name of Joao R Mendes and another;

12) Any and all funds, seized on or about February 24, 2021, from the
Kraken account ending in O71Q, held in the name Joao Mendes,
including, but not limited to:

i. 0.04664905 BTC;
ii. 103.58945230 ETH;
ili. 209656.81881100 ADA;
iv. 9996.00000000 BAT;
v. 9994.00000000 STORY;
vi. 228.23041000 SNX
vii. 30.10681000 AAVE;
vii, = 33754.82120000 MANA;
ix. 5149.11732700 XTZ;
x. 2081.65634000 ATOM;
xl. = 22515.90792147 DOT; and

Xi.

17.1148276 KSM;

13) All funds except 11.630653 LINK & 11.290393 LINK, seized on or
about February 24, 2021, from the Gemini Trust Company account
ending in 7384, held in the name Joao Mendes, including but not
limited to:

i.
ii.
iii.
iv.
Vv.

30.19002081 CRV;
0.09745841 AAVE;
1.68059207 ETH;
3.4527146 LTC; and
$157.77;

14) $183.90, seized on or about February 24, 2021, from Eastern Bank
account x7458 held in the name Dominique M Mendes;

15) $14,774.91, seized on or about February 24, 2021, from Eastern Bank
account x6242 held in the name Dominique M Mendes;

16) $2,682.74, seized on or about February 24, 2021, from the Bank of

' The United States Postal Inspection Service administratively forfeited this asset on

November 2, 2023.

5

Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 6 of 12

America account x2990 in the name of Evamarie S Joubert;

17) $57,962.68, seized on or about February 24, 2021, from the Bank of
America account x6489 held in the name of La Femme Media LLC;

18) $29,847.30, seized on or about February 24, 2021, from the Bank of
America account x9453 in the name of Evamarie S. Joubert;

19) $26,469.39, seized on or about February 24, 2021, from Interactive
Brokers account x2737, held in the name of La Femme Media LLC;

20) Any and all funds, seized or about February 24, 2021, in the BAM
Trading Services Inc. (“Binance.US”) account with User ID ending in
6593, and held in the name of Joao R Mendes, including but not
limited to:

i.

ii.
iil.
iv.
Vv.
Vi.
Vii.
Vill.
1X.
Xx.

.009831 BTC;
11108.4426 VTHO;
15.827673 XTZ;
107,550.242 VET;
1,078.8194 ATOM;
1807.07504 ALGO;
30.658 WAVES;
81.30000000 USDT;
.16641 ETH; and
61452.005 ADA;

21) All funds, except $8,750, 448.5776 XRP, 873.0526 XRP and 0.010578
BTC, seized on or about February 24, 2021, from Coinbase account
ending in F441, held in the name Joao Mendes, including, but not

limited to:
i. 4.33225635 BTC;
ii. 18.0000 BTC;
iii. 12.0000 BTC;
iv.  1,967.9000 ATOM;
v. 30.99229603 MKR;
vi. 29,444.2528975 XLM;

vil.
Vili.
ix.
Xi.
Xil.
Xiii.

3,854.2200 LINK;
14791.9930 OMG;
5962.001546 XTZ;
39128.0000 OXT;
82.82694077 COMP;
27080.891495 ALGO;
4,104.58261364 UNI;

6

Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 7 of 12

xiv. 7,072.87517 ZRX;
xv. 3.6417 EOS;
xvi.  0.00000064 YFT;
XVil.  4.27842985 NU;
Xvill. 2.08085345 CGLD;
xix. 1.40446132 GRT; and
xx. 10.0000 BAND;

22) Funds surrendered from Lafayette Life Insurance Company on April 9,
2021 pursuant to a Seizure Warrant, specifically:
i. $7,991.54 - policy #A 1030942;
ii. $10,248.83 — policy #A 1043019;

23) Any and all funds held in any Gemini account in the name Evamarie
Joubert including, but not limited to:
i. 4ETH;

24) Cryptocurrency voluntarily transferred to the United States on or about
April 11, 2023, from a Bybit account in the name Joao Mendes,
including:

i. 0.31099727 BTC;

25) Cryptocurrency voluntarily transferred to the United States on or about
April 11, 2023 from a Hotbit account in the name Joao Mendes,
including:

i.  1.68313606 YFII;

26) Cryptocurrency voluntarily transferred to the United States on or about
April 11, 2023, from a Kucoin account in the name Joao Mendes,
including:

i. 0.04697612 BTC; and
ii. 0.01593172 BTCa; and

27) Cryptocurrency voluntarily transferred to the United States on or about
March 1, 2023, from the Phemex account in the name Joao Mendes,
including but not limited to:

i. 0.75374451 BTC?

* With Defendant’s assent, the government moved for orders authorizing the interlocutory
sale of cryptocurrency. The court ordered the interlocutory sale of the cryptocurrency listed in
items b.12), 13), 20), 21), and 27) above on April 3, 2023 (Docket No. 22 “First Order”). To date,
the interlocutory sale of the cryptocurrency in the First Order has generated $1,534,340.56 in

7

Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 8 of 12

Defendant admits that these assets are subject to forfeiture on the grounds that they
constitute, or are derived from, proceeds traceable to Defendant’s offense. Defendant
acknowledges and agrees that the government is entitled to forfeit any and all appreciation in the
value of assets subject to direct forfeiture as such appreciation is derived from the assets subject
to forfeiture.

Defendant also admits that $1,542,759.50 is subject to forfeiture on the grounds that it is
equal to the amount of proceeds Defendant derived from the offense. The United States agrees to
credit against the forfeiture money judgment the net sale proceeds derived from the forfeiture of
the specific assets listed as items b.1)-27), after the final order of forfeiture is entered and disposal
consistent with 21 U.S.C. § 853(h) and other applicable laws and regulations. However, Defendant
acknowledges and agrees that the value of the directly forfeitable assets, including appreciation,
may exceed the amount of the forfeiture money judgment. In that event, Defendant expressly
waives any argument that property subject to direct forfeiture is limited, in any way, by the amount
of the forfeiture money judgment.

Defendant acknowledges and agrees that the amount of the forfeiture money judgment
represents the amount of proceeds that the Defendant obtained (directly or indirectly) as a result
of the crimes to which Defendant is pleading guilty and that, due at least in part to the acts of
Defendant, the proceeds or property have been transferred to, or deposited with, a third party,
spent, cannot be located upon exercise of due diligence, placed beyond the jurisdiction of the
Court, substantially diminished in value, or commingled with other property which cannot be
divided without difficulty. Accordingly, Defendant agrees that the government is entitled to forfeit
as “substitute assets” any other assets of Defendant up to the value of the now missing directly
forfeitable assets.

Defendant agrees to consent to the entry of orders of forfeiture for such property and waives
the requirements of Federal Rules of Criminal Procedure 11(b)(1)(J), 32.2, and 43(a) regarding
notice of the forfeiture in the charging instrument, advice regarding the forfeiture at the change-
of-plea hearing, announcement of the forfeiture at sentencing, and incorporation of the forfeiture
in the judgment. Defendant understands and agrees that forfeiture shall not satisfy or affect any
fine, lien, penalty, restitution, cost of imprisonment, tax liability or any other debt owed to the
United States. Pursuant to the Asset Forfeiture Policy Manual (2021), Chapter 14, Sec. II.B.2 and
28 C.F.R. Part 9.8, upon a determination that the United States Attorney’s Office for the District
of Massachusetts can make the required representations set forth therein, the United States
Attorney’s Office for the District of Massachusetts agrees to submit a restoration request to the
Money Laundering and Asset Recovery Section of the Department of Justice, seeking approval for

proceeds. Also with Defendant’s assent, the government moved for, and the Court ordered on
May 15, 2023, the interlocutory sale of the cryptocurrency listed in items b.24) to 26) (Docket No.
28 “Second Order’). The interlocutory sale of cryptocurrency in the Second Order has generated
$11,036.16 in proceeds. If the plea is accepted, the government will move to forfeit the net
proceeds from the sale of cryptocurrency in lieu of the actual cryptocurrency. In addition, the total
amount of currency in custody from non-cryptocurrency accounts and available for criminal
forfeiture is approximately $206,318.18.
8

Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 9 of 12

assets forfeited in satisfaction of the forfeiture money judgment to be restored back to the victims
in this case, which may, in turn, satisfy in full or in part any restitution order. Defendant
acknowledges that the Attorney General, or his designee, has the sole discretion to approve or deny
the restoration request.

Defendant agrees to assist fully in the forfeiture of the foregoing assets. Defendant agrees
to promptly take all steps necessary to pass clear title to the forfeited assets to the government,
including but not limited to executing any and all documents necessary to transfer such title,
assisting in bringing any assets located outside of the United States within the jurisdiction of the
United States, and taking whatever steps are necessary to ensure that assets subject to forfeiture
are not sold, disbursed, wasted, hidden or otherwise made unavailable for forfeiture. Defendant
further agrees (a) not to assist any third party in asserting a claim to the forfeited assets in an
ancillary proceeding, and (b) to testify truthfully in any such proceeding.

Ifthe government requests, Defendant shall deliver to the government within 30 days after
signing this Plea Agreement a sworn financial statement disclosing all assets in which Defendant
currently has any interest and all assets over which Defendant has exercised control, or has had
any legal or beneficial interest. Defendant further agrees to be deposed with respect to Defendant’s
assets at the request of the government. Defendant agrees that the United States Department of
Probation may share any financial information about the Defendant with the government.

Defendant also agrees to waive all constitutional, legal, and equitable challenges (including
direct appeal, habeas corpus, or any other means) to any forfeiture carried out in accordance with
this Plea Agreement, including, but not limited to, any argument that the forfeiture constitutes an
excessive fine or punishment.

Defendant hereby waives and releases any claims Defendant may have to any vehicles,
currency, or other personal property seized by the government, or seized by any state or local law
enforcement agency and turned over to the government, during the investigation and prosecution
of this case, and consents to the forfeiture of all such assets.

This waiver of claims specifically excludes (a) certain seized electronics that the
government and the Defendant agree were not used in connection with the offense, and which the
government agrees to return to the Defendant after sentencing; and (b) certain seized electronics
that the government and the Defendant agree were used in connection with the offense, which the
government agrees to return to the Defendant along with the information stored on such devices
at the conclusion of the forfeiture proceedings, including the final disposition of any forfeited
assets. The Defendant hereby waives any and all claims arising from or relating to the seizure,
detention, and return of these seized electronics. .

7. Civil Liability

This Plea Agreement does not affect any civil liability, including any tax liability,
Defendant has incurred or may later incur due to Defendant’s criminal conduct and guilty plea to
the charges specified in Paragraph 1 of this Agreement.

9

Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 10 of 12

8. Breach of Plea Agreement

Defendant understands that if Defendant breaches any provision of this Agreement,
violates any condition of Defendant’s pre-trial release or commits any crime following
Defendant’s execution of this Plea Agreement, Defendant cannot rely upon such conduct to
withdraw Defendant’s guilty plea. Defendant’s conduct, however, would give the government the
right to be released from his commitments under this Agreement, to pursue any charges that were,
or are to be, dismissed under this Agreement, and to use against Defendant any of Defendant’s
statements, and any information or materials Defendant provided to the government during
investigation or prosecution of Defendant’s case—even if the parties had entered any earlier
written or oral agreements or understandings about this issue.

Defendant also understands that if Defendant breaches any provision of this Agreement or
engages in any of the aforementioned conduct, Defendant thereby waives any defenses based on
the statute of limitations, constitutional protections against pre-indictment delay, and the Speedy
Trial Act, that Defendant otherwise may have had to any charges based on conduct occurring
before the date of this Agreement.

9. Who is Bound by Plea Agreement

This Agreement is only between Defendant and the U.S. Attorney’s Office for the District
of Massachusetts and the Fraud Section of the United States Department of Justice. It does not
bind the Attorney General of the United States or any other federal, state, or local prosecuting
authorities.

10. Modifications to Plea Agreement

This Agreement can be modified or supplemented only in a written memorandum signed
by both parties, or through proceedings in open court.

* * *

10

Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 11 of 12

If this letter accurately reflects the agreement between the government and Defendant,
please have Defendant sign the Acknowledgment of Plea Agreement below. Please also sign

below as Witness.
Queenin.

11

Return the original of this letter to Assistant U.S. Attorney Mackenzie A.

Sincerely,

JOSHUA S. LEVY

Acting United States Attorney
Viki

STEPHEN E, FRANK

Chief, Securities, Financial & Cyber Fraud Unit
SETH B. KOSTO

Deputy Chief

Securities, Financial & Cyber Fraud Unit

WEZ7

MACKENZIE A. QUEENIN
CAROL E. HEAD
Assistant U.S. Attorneys

GLENN S. LEON

Chief, Fraud Section

U.S. Department of Justice

Criminal Division, Fraud Section
; y

jf

Mt Le

JENNIFER L. BILINKAS
Trial Attorney

Case 1:22-cr-10167-NMG Document 37 Filed 12/12/23 Page 12 of 12

ACKNOWLEDGMENT OF PLEA AGREEMENT

I have read this letter and discussed it with my attorney. The letter accurately presents my
agreement with the United States Attorney’s Office for the District of Massachusetts and the Fraud
Section of the United States Department of Justice (jointly, “the government”). There are no
unwritten agreements between me and the government, and no United States government official
has made any unwritten promises or representations to me in connection with my guilty plea. I
have received no prior offers to resolve this case.

I understand the crime I am pleading guilty to, and the maximum penalties for that crime.
I have discussed the Sentencing Guidelines with my lawyer and I understand the sentencing ranges
that may apply.

I am satisfied with the legal representation my lawyer has given me and we have had
enough time to meet and discuss my case. We have discussed the charge against me, possible
defenses I might have, the terms of this Agreement and whether I should go to trial.

I am entering into this Agreement freely and voluntaril ebeause am in fact guilty of
the offense. I believe this Agreement is in my best interest 4

)

MENDES
Defendant

Date: December 12, 2023

I certify that Joao Mendes has read this Agreement and that we have discussed what it
means. I believe Joao Mendes understands the Agreement and is entering into it freely, voluntarily,
and knowingly. I also certify that the United States has not extended any other offers regarding a
change of plea in this case.

John J. Falvey Jr.

JOHN J. FALVEY, JR., Esq.
Attorney for Defendant

Date: December 12, 2023

12

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